“Be Aliv” or “Aliv”

99 Pages·2017·3.64 MB·English

PRIVATE PLACEMENT MEMORANDUM

February 12, 2018
Be Aliv Limited (“Be Aliv” or “Aliv”)
Petersfield Road off Soldier Road
P.O. Box CB 13050
Nassau, N.P., The Bahamas

$15,000,000
8% CUMULATIVE REDEEMABLE AMORTIZING SERIES I
PREFERENCE SHARES

THIS OFFERING OPENS February 12, 2018
THIS OFFERING CLOSES February 23, 2018
ISSUE PRICE PER PREFERENCE SHARE: B$1,000

FINANCIAL ADVISOR & PLACEMENT AGENT

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Be Aliv Limited is offering B$15,000,000 aggregate principal amount of an 8.00% 10 Year Cumulative
Redeemable Amortizing Series I Preferred Shares (“Series I Shares” or “Shares”) issue.
Series I Shares are 10-year Cumulative Redeemable Amortizing Preferred Shares, paying an annual
Dividend rate of 8.00%, semi-annually on April 30 and October 31 of each year, commencing October 31,
2018.
Repayment of principal on the Series I Shares will occur in 5 equal annual installments beginning on
October 31, 2023 and ending on October 31, 2027.
The Shares will be unsecured obligations of the Issuer and will rank behind Secured Commercial Bank Debt
and the Series A and B Notes Issued in March 2017.
There are certain risks associated with investment in these Shares. See “Risk Factors” herein. Investors
should evaluate these matters before making a purchase.
Be Aliv Limited is a company established under the provisions of the Companies Act and regulated by
the Utilities Regulation and Competition Authority.
This Memorandum is not required to be registered with the Securities Commission of The Bahamas (the
“Commission”) pursuant to Section 92(b) of the Securities Industry Act, 2011. While this document has
not been registered with the Commission, a copy will be filed with the Commission. However, the
Commission has not checked and will not check the accuracy of the statements made herein and accepts
no responsibility therefore or for the financial soundness of the Issuer or the value of the securities
concerned. Neither the Commission nor the Government of The Commonwealth of The Bahamas passes
judgment on the merits of the offering and is therefore not liable for any statements or omissions
contained herein.
The Board of Directors of Be Aliv Limited (the “Company”) accepts responsibility for the information given.
To the best of its knowledge and belief, this information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This confidential Private Placement Memorandum is intended for persons solicited by the Company’s
Placement Agents. Each person will receive a unique username and password that will provide them with
access. Under no circumstances should it be reproduced or distributed to any other person. This
document shall be governed by and construed in accordance with the laws of The Commonwealth of The
Bahamas.
Prospective investors should not treat the contents of this Memorandum as advice relating to legal or
investment matters and are advised to consult their own professional advisors concerning any proposed
investment in the Shares offered herein.
Investors should be aware that the value of the Shares offered herein may go down as well as up.

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All inquiries should be directed to the following individuals:

FINANCIAL ADVISORS & PLACEMENT AGENTS
Michael Anderson President 397-4518, cell 424-3048
Jim Wilson V.P. Corporate Finance 397-4031, cell 376-4570
Geron Gibson Corporate Finance Manager 397-4575, cell 826-6200

Royal Fidelity Merchant Bank and Trust Ltd.
51 Frederick St
P.O. Box N-4853
Nassau, The Bahamas

NOTICE TO INVESTORS

This confidential Private Placement Memorandum (the “Private Placement Memorandum” or
“Memorandum”) is being furnished by Be Aliv Limited (“Aliv”, “Be Aliv”, the “Issuer”, or the “Company”),
for use by potential investors considering investing in the Company through this private placement
(“Private Placement” or “Offering”) of Series I Shares. This Memorandum is not intended to provide the
sole basis for any decision about, or evaluation of, the First Schedule

Rights Attaching to the Series I 8% Cumulative Redeemable Amortizing
Preference Shares of B$1,000 Each

The Company's authorized capital includes 50,000 Series I 8% Cumulative Redeemable Amortizing
Preference Shares at a par value of $1,000 each. The rights, privileges, restrictions and conditions
attaching to each of the Series I 8% Cumulative Redeemable Amortizing Preference Shares are as follows:

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Term
The Series I 8% Cumulative Redeemable Amortizing Preference Shares shall be issued on February 23,
2018 and shall be redeemed in full not later than October 31, 2027, on the terms herein set forth.

Ranking
The Series I 8% Cumulative Redeemable Amortizing Preference Shares are unsecured obligations of the
Company and rank behind any secured debt and the Company’s Series A and Series B Fixed Rate Notes,
equally among themselves and ahead of all other existing and future unsubordinated, unsecured debts of
the Company and its ordinary shares.

Voting Rights
(a) The holders of Series I 8% Cumulative Redeemable Amortizing Preference Shares shall not be
entitled to receive notice of, attend, vote at, or be heard at any meeting of the shareholders of
the Company.
(b) The Series I 8% Cumulative Redeemable Amortizing Preference Shares shall be entitled to vote
separately as a series upon any proposal to amend the Articles of the Company to:
(i) amend the terms of issue of the Series I 8% Cumulative Redeemable Amortizing
Preference Shares; or
(ii) effect an exchange, reclassification or cancellation of all or part of the Series I 8%
Cumulative Redeemable Amortizing Preference Shares.

Dividends
(a) Dividends on the Series I 8% Cumulative Redeemable Amortizing Preference Shares are payable
semi-annually in arrears, calculated on an actual/365 day basis.
(b) The Series I 8% Cumulative Redeemable Amortizing Preference Shares shall be entitled to receive,
and the Company shall pay thereon preferential cumulative cash dividends at the rate of 8% per
annum. Such dividends shall accrue from and including the date of issue of such shares and subject
as hereunder provided, shall be payable in arrears in equal semi-annual installments on April 30
and October 31 in each year (each of which dates is hereinafter referred to as a "Dividend
Payment Date"). The first Dividend Payment Date shall be October 31, 2018. No dividends shall
be paid on the Ordinary Shares of the Company or any shares ranking after the Series I 8%
Cumulative Redeemable Amortizing Preference Shares including any non-cumulative preferred
shares unless all accrued and unpaid dividends of the Series I 8% Cumulative Redeemable
Amortizing Preference Shares have been paid.

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(c) If any Dividend Payment Date would otherwise fall on a day which is not a day when clearing
banks in The Bahamas are open for business (each a “Business Day”) it shall be postponed to the
next day which is a Business Day unless it would fall into the next calendar month, in which case
it shall be brought forward to the immediately preceding Business Day.
(d) If on any Dividend Payment Date a dividend accrued to and payable on such date is not paid in
full on the Series I 8% Cumulative Redeemable Amortizing Preference Shares then issued and
outstanding, the dividend or the unpaid part thereof shall be paid on a subsequent Dividend
Payment Date or Dividend Payment Dates determined by the Board of Directors.
(e) Any dividends on the Series I 8% Cumulative Redeemable Amortizing Preference Shares shall be
paid by cheque drawn on a bank in The Bahamas, wire transfer or electronic transfer. Cheques in
respect of dividend payments will be mailed to preferred shareholders at the address appearing
in the Register of Shareholders or in accordance with such shareholder’s instructions for payment
to a specified bank account at a bank in The Bahamas.

Amortization
(a) Holders of the Series I 8% Cumulative Redeemable Amortizing Preference Shares shall be entitled
to be repaid the par value of such Shares (the “Principal”) in five equal annual installments
commencing on October 31, 2023 and concluding on October 31, 2027 (each a “Principal Payment
Date”).
(b) If any Principal Payment Date would otherwise fall on a day which is not a Business Day it shall be
postponed to the next day which is a Business Day.
(c) Principal payments in respect of the Series I 8% Cumulative Redeemable Amortizing Preference
Shares shall be paid by cheque drawn on a bank in The Bahamas, wire transfer or electronic
transfer. Cheques in respect of Principal payments will be mailed to preferred shareholders at
the address appearing in the Register of Shareholders or in accordance with such shareholder’s
instructions for payment to a specified bank account at a bank in The Bahamas.

Redemption
(a) The Company may not redeem any of the Series I 8% Cumulative Redeemable Amortizing
Preference Shares prior to the third anniversary of the date set by the Company as the ‘closing
date’ for the offer thereof. Thereafter, the Company may at its option redeem the Series I 8%
Cumulative Redeemable Amortizing Preference Shares in whole or in part upon provision of 90
days’ prior written notice to the holders of the Preference Shares. Each date on which the
Company shall redeem all or any Series I 8% Cumulative Redeemable Amortizing Preference
Shares shall be a “Redemption Date”.
(b) Payment in respect of the Series I 8% Cumulative Redeemable Amortizing Preference Shares being
redeemed shall be made by cheque drawn on a bank in The Bahamas, wire transfer or electronic
transfer. Cheques in respect of early redemption payments will be mailed to preferred

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shareholders at the address appearing in the Register of Shareholders or in accordance with such
shareholder’s instructions for payment to a specified bank account at a bank in The Bahamas.
(c) From and after any Redemption Date, the Series I 8% Cumulative Redeemable Amortizing
Preference Shares called for redemption shall cease to be entitled to dividends or any other
participation in the assets of the Company and the holders thereof shall not be entitled to exercise
any of their other rights as shareholders in respect thereof.

Accelerated Redemption
All principal owing in respect of the Series I 8% Cumulative Redeemable Amortizing Preference Shares
shall become immediately due and payable, together with all outstanding accrued and unpaid dividends,
upon: (i) the Company’s failure to make a principal payment on a Principal Payment Date; or (ii) the
Company’s failure to pay dividends on three Dividend Payment Dates.

Liquidation Rights
In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets
of the Company for the purpose of winding-up its affairs, each holder of Series I 8% Cumulative
Redeemable Amortizing Preference Shares shall be entitled to receive an amount equal to the par value
per share of all Series I 8% Cumulative Redeemable Amortizing Preference Shares held by such holder,
together with an amount equal to (i) the premium paid thereon and (ii) all accrued but unpaid cumulative
dividends thereon, before any amount shall be paid or any assets distributed to the holders of the
Ordinary Shares or any other class of Shares ranking junior to the Series I 8% Cumulative Redeemable
Amortizing Preference Shares. Thereafter, the holders of the Series I 8% Cumulative Redeemable
Amortizing Preference Shares are not entitled to any other distribution of the assets of the Company.

Shares (including evaluation of the creditworthiness of the Issuer).
The information contained in the Memorandum has been obtained from the Company and from other
sources identified herein. The Advisor, as defined and listed on page 2, makes no representation or
warranty as to the accuracy or completeness of information contained in this Memorandum, or any other
written or oral communication transmitted in the course of the evaluation of the Company and the Shares
offered. The Advisor has not independently verified any of the information and data contained herein and
the same is enclosed for information purposes only. The Advisor makes no representation or warranty as
to the accuracy or completeness of such information and will not have any liability for any representations
(expressed or implied) contained in, or for any omissions from, this Memorandum or any other written or
oral communication transmitted to the recipient by the Advisor, in the course of the recipient’s evaluation
of this Offering. The Advisor is not representing that the Shares are a legal investment for the prospective
purchasers of the Shares. Neither the Bahamas International Securities Exchange nor the Securities
Commission of The Bahamas have reviewed or endorsed the accuracy of this Memorandum. Sale of the
Shares will be restricted to The Commonwealth of The Bahamas.

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This Memorandum is not intended to provide the sole basis for any credit or other evaluation and should
not be considered as a recommendation by the Advisor that any recipient hereof participates in this
Offering. Each recipient contemplating participating in this Offering is responsible for making his own
independent investigation of the financial condition and affairs of the Company and his own appraisal of
the creditworthiness of this Offering or any other party referred to in this Memorandum. The delivery of
this Memorandum at any time does not imply that the information contained herein is correct at any time
subsequent to the date on the cover hereof. The Advisor does not accept responsibility for updating this
Memorandum and therefore it should not be assumed that the information contained herein is
necessarily accurate, complete, or up to date other than on the date stated on its cover page.
The Shares described herein are being offered privately in The Bahamas to Eligible Investors as defined
herein.
The Memorandum and its exhibits, together with any information contained herein or disclosed during
discussions related hereto, are confidential and, without the express prior written consent of the Issuer,
may not be reproduced, or used for any purpose other than the evaluation of the proposed transaction,
or furnished to any other person, except your employees and advisors with a need to know who are
advised of the confidentiality of the information. By your acceptance of this Memorandum and such
information, you agree to comply with the provisions of the preceding sentence.
This Private Placement Memorandum is intended for use only in The Commonwealth of The Bahamas and
is not to be construed as an offering of any Shares herein referred to outside The Bahamas. The Private
Placement is available to all eligible investors who are accredited investors (as defined in the Securities
Industry Regulations, 2012 and herein, each an “Eligible Investor” as herein defined).
This Memorandum contains forward looking statements which are often identified with words such as
"estimate," "plan," "expect" and "believe," which are estimates reflecting the best judgment of the
Company’s management and involve risks and uncertainties that could cause actual results to differ
materially from those suggested by forward looking statements. Potential investors are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date they were made.
This Memorandum is issued to give information to potential Eligible Investors with regards to the Issuer.
The Board of Directors of Be Aliv Limited accepts full responsibility for the accuracy of the information
given and confirm, having made all reasonable enquiries, that to the best of its knowledge and belief there
are no other facts, the omission of which would make any statement in the Memorandum misleading.

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Contents
DEFINITIONS .................................................................................................................................................. 9
OFFERING SUMMARY ................................................................................................................................. 12
ELIGIBLE INVESTORS ................................................................................................................................... 16
SUMMARY OF THE PRIVATE PLACEMENT ................................................................................................... 18
EXECUTIVE OVERVIEW ................................................................................................................................ 19
Operations, Technology, Network and Systems ......................................................................................... 32
What we Sell and How we Sell it................................................................................................................. 35
The Company and Shareholders ................................................................................................................. 37
Historical Financial information .................................................................................................................. 45
Financial Projections and Key Business Drivers and Assumptions ............................................................. 48
INVESTMENT MERITS .................................................................................................................................. 51
INVESTMENT RISKS ..................................................................................................................................... 51
Risks Related to the Shares ......................................................................................................................... 51
Risks Related to the Business of Aliv ........................................................................................................... 55
Risks Related to our Wireless Communications Operations ...................................................................... 56
GENERAL RISKS............................................................................................................................................ 62
USE OF PROCEEDS ....................................................................................................................................... 67
DIVIDEND RATE DETERMINATION AND POLICY .......................................................................................... 67
SHARE AMORTIZATION SCHEDULE ............................................................................................................. 68
GENERAL INFORMATION ............................................................................................................................ 68
ACCELERATION OF REDEMPTION ............................................................................................................... 70
ADVISORS TO THE PRIVATE PLACEMENT .................................................................................................... 71

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DEFINITIONS

In this document, unless the context otherwise requires, the following expressions have the meanings
assigned to them:
“Act” Companies Act, 1992 (as amended)
“Advisor” Royal Fidelity Merchant Bank & Trust Limited
“Amortizing” Amortizing refers to gradual repayment of principal under a debt obligation
during the life of the debt, according to an amortization schedule, typically
through equal payments.
“The Bahamas” The Commonwealth of The Bahamas.
“Basis of Allotment” As described on page 13.
“BISX” The Bahamas International Securities Exchange.
“Board” or “Board of The Board of Directors of Be Aliv Limited.
Directors”
“Business Day” A day on which Clearing Banks in The Bahamas are open for business.
“Clearing Banks” Those Banks which are members of the Clearing Banks Association of The
Bahamas.
“Closing Date” In respect of the Series I Shares, February 23, 2018 or such date or dates as
the Company may determine as set out in the Second Schedule or such date
or dates as the Company may determine being not later than 180 days from
the date hereof.
“Commission” The Securities Commission of The Bahamas.
“Company” Be Aliv Limited and where the context includes its successors and assigns
whether immediate or derivative.
“Cumulative” In reference to the Dividends, the cumulative feature means that any
Dividends owed continue to accumulate until they are paid, and any
Dividends owing must be paid in full prior to the payment of any dividend
to holders of non-cumulative preferred shares or Ordinary Shares of the
Company.
“Dividend(s)” The dividend paid or to be paid to the Preference Shareholders

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“Dividend Payment The date on which a semi-annual Dividend payment is due, being April 30
Dates” and October 31 with the first Dividend payment date being October 31,
2018. If any Dividend Payment Date would otherwise fall on a day which is
not a Business Day (as defined above) it shall be postponed to the next day
which is a Business Day unless it would fall into the next calendar month, in
which case it shall be brought forward to the immediately preceding
Business Day.
“EBITDA” Earnings Before Interest Taxes, Depreciation and Amortization. Used as a
means to calculate company’s cash flow.
“Eligible Investors” An investor who meets the eligibility criteria set out on page 16, who or
which is also an “accredited investor” as defined on page 16 of this
Memorandum.
“Escrow Agent” Royal Fidelity Merchant Bank & Trust Limited.
“Government” The Government of The Bahamas.
“Issue Date” The date on which Shares are allotted to an investor by the Board of
Directors and recorded in the Company’s official register by the Registrar.
For all applications received by the Closing Date and allotted by the Board
of Directors, the Issue Date will be the Closing Date.
“Issue Price” The price at which these Shares are being offered to investors, which is
B$1,000.00 per Share.
“Issuer” Be Aliv Limited.
“Paying Agent” and Royal Fidelity Merchant Bank & Trust Limited is the Paying Agent and
“Registrar” Registrar. The Paying Agent makes dividend payments to Shareholders on
behalf of the Issuer. The Registrar is responsible for keeping records of the
ownership of the Issuer’s Shares.
“Placement Agents” An entity that acts as agent for the Issuer in privately placing securities.
Royal Fidelity Merchant Bank & Trust Limited is the Placement Agent for
this Private Placement.
“Principal” The par value of the Shares.
“Private Placement” or Private Placement is any offer and sale of any security by a company or
“Offering” entity not involving a public offering. The terms “Private Placement” or
“Offering” are used interchangeably in this document.

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